Specimen Certificate of Registrant's Common Stock



 EXHIBIT 4.1 
  


					
	 NUMBER
	  	 	  	SHARES
			
	 	  	[eCOST.com Corporate Logo]	  	 
			
	 COMMON STOCK
	  	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	CUSIP                 
	 	  	 	  	SEE REVERSE FOR
CERTAIN DEFINITIONS
			
	This Certifies that	  	 	  	 

  
  
 is the owner of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF 
 eCOST.COM, INC. 
 transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon the surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Amended and Restated Certificate of Incorporation of the Corporation (copies of which are on file with the Transfer Agent), as now or
hereafter amended, to all of which the holder hereof by acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  

					
	 /s/ Gary W. Guy 
	 	eCOST.COM, INC.	 	/s/ Theodore R. Sanders
	 President
	 	CORPORATE	 	Treasurer
	 	 	SEAL	 	 
	 	 	DELAWARE	 	 

  

			
	 	  	COUNTERSIGNED AND REGISTERED:
	 	  	AMERICAN STOCK TRANSFER & TRUST COMPANY
	 	  	(NEW YORK,
NY)                                  
	 	  	 
	 	  	 BY                                      
                      

	 	  	TRANSFER AGENT AND REGISTRAR
	 	  	AUTHORIZED SIGNATURE

  







 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: 
  

									
	 TEN COM-
	  	 as tenants in common
	  	 UNIF GIFT MIN ACT-
	  	                                       
      Custodian                    

	 TEN ENT-
	  	 as tenants by the entireties
	  	 	  	                               (Cust)        
               (Minor)
	  	 
	 JT TEN-
	  	 as joint tenants with right of
	  	 	  	 under Uniform Gifts to Minors

	 	  	 survivorship and not as
	  	 	  	 Act                                      
                                        
           

	 	  	 tenants in common
	  	 	  	 (State)                            


  
 Additional
abbreviations may also be used though not in the above list. 
  
 For value
received,                    ,hereby sells, assigns and transfers unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE 
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                    
 PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS OF ASSIGNEE 
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
      Shares 
 of the Common Stock represented by the within Certificate, and does hereby irrevocably constitute and
appoint
                                        
                                        
                                        
                            Attorney 
  
 to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 

 
 Dated                     
  
 SIGNATURE(S) GUARANTEED: 
  

	
	
 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR

INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
 AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
 GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC. RULE
17Ad-15.


  
 KEEP THIS CERTIFICATE IN A SAFE PLACE.
IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.